The supplier provides a travel package/service directly for the traveler in exchange for the payment of a retail rate. LUEX acts as an intermediary only and is not related to the aforementioned service. LUEX only takes the booking and collects the related funds from the traveler on behalf of the supplier and owes those to the supplier in full.

LUEX charges the supplier a fee for the referral of the traveler to the supplier. The referral fee and resulting rates can be determined in two different ways:

1. The supplier provides LUEX with a Retail Rate: The referral fee is the product of the Retail Rate multiplied by the percentage agreed upon. The referral fee will be deducted from the Retail Rate and determines the Wholesale Rate.

2. The supplier provides LUEX with a Wholesale Rate: The referral fee is the product of Wholesale Rate multiplied by the percentage agreed upon. The referral fee will be added to the Wholesale Rate and determines the Retail Rate.

In both cases LUEX collects the retail rate amount from the traveler on behalf of the supplier and remits this retail rate to the supplier in full less the referral fee.

Travel Package/Service Information:

The supplier is the seller and will provide LUEX with all required travel package/service information, will ensure that all information on the website is at all times current, accurate, complete and relevant to the travel package/Service and will ensure that the supplier’s travel package/services and offers comply with applicable laws.

Travel Package/Service Listing and Merchandising:

LUEX will list the supplier travel package/services for sale in the appropriate travel package/service categories and will conduct merchandising and promotion of the supplier travel package/services. The supplier acknowledges and agrees that LUEX may implement mechanisms that rate and/or allow persons to rate and provide feedback regarding the supplier travel package/services and to make such ratings publicly available.

Booking Processing:

For each travel package/service sold through the platform LUEX will forward all booking information to the supplier. LUEX will collect all sales proceeds and when LUEX receives a payout request from the supplier, LUEX will remit all sales proceeds less the referral fees to the supplier. The cost of money transfers from the traveler to LUEX that may occur (e.g. credit card fees) will be covered by LUEX. The cost for bank transfers from LUEX to the supplier will be based on “SHA model” where LUEX covers fees on its side and the supplier covers fees on their side.

“Deposit percentage” as agreed in this document at the time of signing this contract will determine how much of deposit the supplier requires in advance. It is calculated from the wholesale rate. The supplier is able to request payout for the deposit as soon as the LUEX traveler has paid the deposit and LUEX has informed the supplier that the booking is confirmed.

“Balance due days before arrival” as agreed in this document at the time of signing this contract will determine by when the supplier will be able to request for a balance payment for bookings from LUEX. Example:

Check-in date: 30 June, 2018

Balance due days before arrival: 15

The supplier will be able to request payout for balance after: 15 June, 2018

Availability Information:

The supplier will provide availability information on request and within 24 hours. By offering availability the supplier will block availability for the LUEX traveler for 3 business days unless otherwise agreed.

The supplier may choose to feed availability information into LUEX systems. If the supplier chooses to do so he will guarantee accuracy of the availability information.

Quality Standards:

LUEX reserves the right to refuse or to remove a listing without further explanation if the travel package/service listing does not meet LUEX quality criteria or is misleading and inappropriate.

2. Sale and Operation, Payments, Refunds and Returns

Supplier’s Terms & Conditions

The supplier is aware that the contractual agreement and the sale of a travel package/service will be concluded directly between the supplier and the traveler under usual circumstances. LUEX will always act as an agent/intermediary for the supplier. The supplier may provide LUEX with its general terms & conditions to make it available to the traveler. In case no terms are provided by the supplier the traveler will enter into an agreement with the supplier based on LUEX terms and national laws of the supplier’s and/or traveler’s country. In case the supplier’s GT&C contradict LUEX GT&C (Booking a travel package on the LUEX.com internet platform) then LUEX GT&C will overrule the supplier’s GT&C. Under certain circumstances (e.g. if a traveler requires LUEX to be a contractual partner) LUEX may choose to sell the supplier’s travel package/services under the LUEX name without giving further notice to the supplier.

Sale and Operation

The supplier will: a) operate all travel package/services in accordance with its travel package/service information, booking information, its general terms & conditions, and all applicable laws valid for its operation; b) will ensure that all licenses, permissions and certificates of professional competence which are necessary for its operation are held; c) ensure that its employees and service providers are regularly trained and qualified for their job; d) ensure that all transportation vehicles are maintained and roadworthy; e) will ensure that the entity identified on supplier central in addition to this Agreement itself is the supplier; f) will provide a booking specific travel voucher or written confirmation for each booking that will identify the supplier as the seller to which a traveler may make claims against. LUEX will forward such information to the traveler. The supplier will not send emails to the traveler or contact the traveler by other means confirming the booking of the supplier’s travel package/Services.

Payments

Supplier allows at least 10 business days for LUEX to process the payment after LUEX receives a payout request via supplier central or an invoice from the supplier.

Claims and Refunds

The supplier will accept and process claims and refunds relating to the supplier travel package/services. The supplier will determine and calculate the amount of justified refunds and will route all such refunds directly to the traveler. LUEX will not refund any referral fees related to a refund as long as LUEX did not cause the necessity of this refund. The supplier will refund the traveler based on the full retail rates including referral fees.

3. Problems with Supplier Travel Package/Services

Operating Errors

The supplier will be solely responsible and hold LUEX harmless in regard to any traveler claims for any non-performing, misperforming or other mistake or act in connection with the operation and delivery of supplier travel package/Services. LUEX will be solely responsible and hold the supplier harmless in regard to any traveler’s claims for any non-performing, misperforming or other mistake or act in connection with the operation and delivery of LUEX services.

4. Parity with Supplier’s other Sales Channels

Supplier’s Duties to ensure Parity

The supplier will ensure that there is at least parity between offerings through all supplier’s sales channels (including the supplier’s own offers, other agencies or the like) and the LUEX.com platform: a) the supplier is making all or more travel package/services available on the LUEX.com platform than the supplier offers through its other sales channels; b) the supplier is making all of its vacant capacities available on the LUEX.com platform; c) the supplier’s travel package/service prices are as low or lower on the LUEX.com platform than in its other sales channels; d) the supplier’s services are at least as favorable for LUEX travelers as for travelers of other sales channels; e) the supplier’s content on the LUEX.com internet platform is at least as complete and accurate and at least of the same quality as in his other sales channels.

Best Price Guarantee

In case that the price of a comparable travel package/Service is lower in the supplier’s other sales channels (including the supplier’s own offers, other agencies or the like) than on the LUEX.com Internet platform LUEX may choose to match that price to guarantee best prices to its travelers. The supplier is aware of that and will still grant LUEX the referral fee as agreed in this document.

5. Bypassing

Distinction of Supplier’s Traveler versus LUEX Traveler

A particular traveler or group of traveler is considered the supplier’s traveler and LUEX is not eligible for the referral fee of a booking if:

the traveler or the group of travelers contacted the supplier before LUEX

A traveler is considered a LUEX traveler and LUEX is eligible for the referral fee of a booking if any of the following applies:

the traveler or the group of travelers contacted LUEX before the supplier and

inquired explicitly about any of the suppliers’ packages, or

LUEX recommended any of the supplier’s packages, or

LUEX has sent a request or inquiry to the supplier on behalf of the traveler or group of travelers.

the traveler or group of travelers tells/notifies the supplier that he/she/they got to know and became interested in the supplier’s package via LUEX and its marketing channels

any other obvious indications showing that the traveler or group of travelers got to know and became interested in the supplier’s package via LUEX and its marketing channels

Suppliers’ Duties

The supplier will inform LUEX and will revert a LUEX traveler back to LUEX.

Unintentional Bypassing

If a supplier accepts a booking from a direct traveler who is considered a LUEX traveler without intention or without knowing then the supplier is still obliged to pay LUEX the referral fee agreed in this document.

Intentional Bypassing

If a supplier accepts a booking from a direct traveler, which is considered a LUEX traveler, intentionally and if it can be proven that the supplier was aware of a traveler being a LUEX traveler, the supplier is obliged to pay LUEX up to 2 times the referral fee agreed in this document.

6. Use of LUEX Transaction Information

Restrictions

The supplier will not directly or indirectly: a) transfer any LUEX Transaction information (e.g. traveler addresses, etc.); b) use LUEX Transaction information for its own marketing purposes; c) contact a person that has booked with LUEX without permission of LUEX, unless that can be considered as an emergency; d) disparage LUEX.

7. Compensation

Referral Fees

The supplier will pay LUEX the applicable referral fee of the sales proceeds as agreed in this document.

General

Except as expressly provided otherwise in this agreement, each party will be responsible for all costs and expenses incurred by it in performing its obligations under this agreement. LUEX will reasonably determine referral fees applicable to each transaction based on the travel package/Service sold and disclose amounts payable to the supplier on the supplier central portal. LUEX reserves the right to invoice the supplier for amounts due and not otherwise paid to LUEX and the supplier will promptly pay that amount if justified.

8. Proprietary Rights and Licenses

Content, Trademark and Travel Package/Service Information License

The supplier hereby grants to LUEX a royalty free, non exclusive, worldwide, irrevocable right and license to: a) use, display and distribute any content, trademarks and/or travel package/service information provided by the supplier. This includes all text and media which is published on the suppliers website and which LUEX copies to LUEX.com; b) adapt, modify, re-format and create derivative works of content and travel package/Service information.

All intellectual property rights to the company LUEX and the booking system of LUEX, including copyrights, trademark rights, firm name or other designations and know-how insofar as they exist are the entitlement of the company LUEX.

9. Representations, Declarations and Guarantees

Each party represents, warrants and declares and guarantees to the other that: a) it is a person duly organized, validly existing and in good standing; b) it has all requisite right, power and authority to enter into this agreement and perform its obligations and grant the rights, licenses and authorizations it grants hereunder; c) this agreement has been duly authorized, executed and delivered by such party, and constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms; and d) it will comply with all applicable Laws in its performance of its obligations and exercise of its rights under this Agreement.

10. Indemnification

Each of LUEX and the supplier will defend, indemnify and hold harmless the other party from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses arising out of any claim. Each party will cooperate with the other party to avoid claims or to keep damages arising out of claims as low as possible.

11. Tax Matters

Taxes may result from two separate and independent services. Those services are:

The travel package itself: The supplier provides a travel package/Service to the traveler in exchange for a payment. LUEX acts as an intermediary only and is not related to the aforementioned service. LUEX only takes the booking and collects the related funds from the traveler on behalf of the supplier and owes those to the supplier in full. The supplier is solely responsible for the taxation on sales of a travel service. LUEX is not related to any of the resulting taxes from the exchange of those services.

The referral service: LUEX charges the supplier a service fee for the referral of the traveler to the supplier.

The detailed handling of taxes for each of these exchanges of services is defined within the below paragraphs:

11.1 General handling of taxes associated with travel packages

Taxation on travel packages is exactly the same as if the supplier sold the travel package/services directly to the traveler.

The supplier agrees that it is the supplier's responsibility to determine whether VAT, customs duties, bed or tourist taxes, excise taxes or any other taxes apply to the sale of the supplier travel package/service and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority.

The supplier agrees that, unless otherwise agreed by LUEX in advance in writing, the price stated by supplier travel package/Services is inclusive of any VAT, customs duty, excise tax or other taxes that the supplier may be required to remit in connection with such sale.

The supplier also agrees that LUEX is not obliged to determine whether VAT or other taxes apply to any sale of any supplier travel package/services and LUEX is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.

11.2 Handling of Value Added Tax (VAT) on Referral Services of LUEX

The supplier understands that VAT taxation is determined by the suppliers’ country of registration based on the information that he provides in supplier central.

The following paragraphs clarify tax rules applicable to VAT on referral services of LUEX for each relevant region:

11.2.1 Suppliers Registered in Germany

VAT will be charged on top of the referral fee. LUEX will withhold VAT on referral fees and forward the retail value minus the referral fee minus applicable VAT to the supplier (see following example). German suppliers may consult with their tax consultant to see whether VAT can be claimed back from their tax authorities.

Example*: Withholding VAT on referral fees

1000 EUR retail rate

- 200 EUR Referral fee (e.g. 20%)

- 38 EUR VAT** (e.g. 19% on referral fee)

= 762 EUR Remainder will be forwarded from LUEX to the supplier.

*Example is based on current German VAT rate of 19%, VAT differs amongst other EU countries**Consult with your tax accountant whether VAT can be claimed back at the (applicable) Tax authorities.

11.2.2 Suppliers Registered in the European Union (except Germany):

The supplier agrees to provide the VAT registration number if available

Without the provision of a VAT number or if the supplier is not registered in an EU country that is participating in the “Reverse Charge VAT EU legislation” LUEX will need to withhold VAT on referral fees and forward the retail value minus the referral fee minus applicable VAT to the supplier (see example ‘Withholding VAT on referral fees’ above for suppliers registered in Germany).

If the supplier is a business that is registered in a country of the European Union which is participating in the “Reverse Charge VAT EU legislation” and provides a VAT registration number, VAT on referral fees will not be charged by LUEX according to “Reverse Charge VAT EU legislation”. The supplier will determine whether VAT on referral fees need to be paid in their country and will submit applicable VAT on referral fees to the supplier’s applicable tax authorities within the “Reverse Charge VAT EU legislations” itself. The supplier understands that all referral fees are excluding any Value Added Taxes that may be payable in the country of the supplier.

11.2.3. Non European Union suppliers:

VAT on referral fees does not apply and will not be charged by LUEX if the supplier is registered outside of the European Union.

12. Disclaimers

Disclaimers

Each party hereby waives and disclaims any representation, warranty, declarations or guarantees regarding (a) the operation of the LUEX.com website, (b) the amount of sales proceeds or other revenues that may occur during the term, and (c) any economic or other benefit that the other party might obtain through its participation in or performance under this agreement.

13. Term and Termination

General

The Term of this Agreement will commence on the effective date and will continue thereafter until terminated by either party as permitted. Either party may terminate the term: a) at any time after the 2nd anniversary of the launch date, without cause, upon 30 calendar days prior written notice delivered to the other party; b) at any time during the term of the Agreement if the other party materially breaches its obligations hereunder.

13. Miscellaneous

Communications

Both parties will keep terms of this contract confidential

Independent Contractors

The parties are independent enterprises and neither party will consider or represent itself an employee or part of the other.

Jurisdiction

This agreement will be governed by the Laws of the Federal Republic of Germany, without reference to its choice of Laws rules. Each Party hereby irrevocably consents to the non-exclusive jurisdiction and venue of the courts of Dortmund City, Germany. The parties’ rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.